Letter to Motorola Shareholders From Carl Icahn

    NEW YORK, April 18 /PRNewswire/ --
 
     Dear Fellow Motorola Shareholder:
     Last October, fueled in large measure by management's statements which
 painted a rosy picture of Motorola's prospects, its stock price peaked at
 $26.20. Since that time, following the disclosures of serious problems in
 the Mobile Devices business, more than $20 billion in shareholder value has
 evaporated. This represents a loss to you of more than $8.00 per share -
 almost one third of the value of your investment. Ask yourself -- How could
 this happen without the knowledge of Motorola's management and Board of
 Directors? I believe the answer lies in the lack of oversight and
 engagement that has plagued many of our public company boards.
     With your support, I will serve as an active, engaged director of
 Motorola, unafraid to demand management accountability and to ask the tough
 questions that appear to me to have gone unasked. Motorola's businesses
 operate in an extremely competitive environment - our Company can
 ill-afford further missteps.
     I am asking for your support to help me work to protect our investments
 in Motorola by using the enclosed GOLD proxy card - to vote by telephone,
 by Internet or by signing, dating and returning the GOLD proxy card today.
     Critics of shareholder activism have argued that challenges to
 entrenched boards could destroy "collegiality." I believe that it is time
 to realize that boards are neither fraternities nor private clubs. Boards
 composed of "colleagues" that are friendly to management and fail to
 question poor performance or demand accountability are, in my view, the
 greatest threat to the vitality of our economic system. With focused and
 engaged boards, egregious compensation packages, backdating of options and
 other abuses might well have been avoided, and well-known corporate
 disasters might not have occurred.
     Instead of directing its full focus to correcting its recent missteps
 that have cost shareholders billions, Motorola management is willing to
 spend significant management time and substantial shareholder money in an
 effort to keep one large shareholder off the Board.
     MOTOROLA IS A TROUBLED COMPANY
     Ed Zander stated today, "the performance at our mobile device business
 in the first quarter was unacceptable ... " We could not agree more.
     Mr. Zander's statements during Motorola's March 21 conference call
 speak volumes.
     After a change in management in Mobile Devices a month earlier, Mr.
 Zander said,
     -- "it became apparent that the actions that we outlined in January were
         not progressing fast enough, if at all ... ."
     -- "Further, our performance in Europe continues to be below expectations
         because we had a limited 3G product portfolio ... ."
     -- "For the full year, we expect overall sales profitability and
         operations cash flow to be substantially below our prior guidance."
     Today's earnings conference call reaffirmed my belief that Motorola has
 a passive and reactive Board, which failed to timely steer management in
 the right direction, and carries significant responsibility for the
 predicament in which Motorola finds itself. Management's comments today
 further highlight how difficult a position the Company has been placed in
 and the cost and the timing associated with now trying to right the ship in
 the middle of a storm of their own creation -- a storm that, by their own
 admission, they should have seen coming. Today Mr. Zander stated:
     -- " ...  the performance at our mobile device business in the first
               quarter was unacceptable ... " and "It can also be punishing if
               you get out of cycle in any one of these areas, which is the
               case for this division right now."
     -- " ...  I think some of the delays and lagging and procrastination on
               some of these things have begun to hurt us back in Q4 and now,
               of course, this year."
     -- "One of the problems over there has been we just haven't moved with a
         sense of urgency and priorities. I think the lack of focus on the
         realities of 3G, while they were known were not executed  ... "
     -- "Obviously I wish in 2007 that we had these products in the
         marketplace. So we have got to tough it out this year with what we
         have  ... "
     Ask yourself why Motorola, a company so clearly in need of a fresh
 perspective, would resist putting a large stockholder with significant
 business experience on the Board. Unlike any of the other Motorola Board
 members, my interests are completely aligned with those of other
 shareholders - in the form of an investment in Motorola with a market value
 of more than $1.2 billion.
     Motorola's excuse for its resistance cannot be based on my
 qualifications. My experience and success speak for themselves. I have
 served on the boards of many public companies and believe that I have
 materially added value. To give only a few examples, I am currently on the
 board of American Real Estate Partners LP. American Real Estate Partners LP
 has moved from $8.50 per unit on November 4, 2002 to a high of $128.69 per
 unit on March 12, 2007, increasing by over $6 billion in value. Since I
 joined the board of Imclone Systems on September 20, 2006, the stock has
 moved up 40%. And while Blockbuster has decreased in value since I joined
 the board, its stock has moved up 44% in the past 12 months.
     My activist investments over the past 2 years such as Time Warner, Kerr
 McGee and Temple Inland have seen their stock prices add billions in market
 value.
     While I can't claim credit for all of these increases in value, I
 believe that I have been a positive catalyst for change. I also believe
 that my philosophy regarding the role of board members and the
 accountability of management, which I would apply at Motorola, has proven
 itself over the long- term.
     I believe that my expertise in finance and overall business judgment
 qualify me for Board service at Motorola. I have been successful in
 industries as diverse as telecom, automotive, oil and gas, gaming, real
 estate and biotechnology, among others and my fellow shareholders have
 benefited from those successes. I believe that business judgment and
 experience are critical traits for any Motorola director in the challenging
 times that lie ahead.
     I am seeking your support because I believe that I can be a positive
 force for change, which is sorely needed in Motorola's Boardroom. If
 elected, I will work on behalf of all shareholders to restore our Company
 to the preeminent position that it once enjoyed. Please help me do so by
 using the enclosed GOLD proxy card today - to vote by telephone, by
 Internet or by signing, dating and returning the GOLD proxy card.
     Thank you for your support,
 
     Carl C. Icahn
 
                            YOUR VOTE IS IMPORTANT!
     Remember, you can vote your shares by telephone, or via the Internet.
 Please follow the easy instructions on the enclosed GOLD proxy card.
     If you have previously signed and returned a White proxy card to
 Motorola, you have every right to change your vote. You may revoke any
 proxy card already sent to Motorola by using the enclosed GOLD proxy card
 to vote by telephone, by Internet or by signing, dating and returning the
 GOLD proxy card today.
     If you have any questions about voting your shares, please call the
 firm assisting me in the solicitation of proxies,
                           INNISFREE M&A INCORPORATED
                         TOLL-FREE, at (877) 825-8772.
     SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS
 AMENDED, RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND
 CERTAIN OF HIS AFFILIATES FROM THE STOCKHOLDERS OF MOTOROLA, INC. FOR USE
 AT ITS ANNUAL MEETING BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING
 INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. THE
 AMENDED DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY ARE AVAILABLE AT NO
 CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
 HTTP://WWW.SEC.GOV.
 
 

SOURCE Carl Icahn